Beverly Enterprises 8-K Entry into a Material Definitive Agreement

Exhibit 2.4

Acceleration of Payments and Benefits
To Named Executive Officers

William R. Floyd

			Shares of
			Company Common Stock
Benefit Plan	Cash Payment*		Vested Early*
EDC Plan**	$	3,621,883		N/A
SERP		4,754,542		N/A
ESERP		N/A		N/A
2003 Long Term Program		208,417		N/A
1997 Long Term Incentive Plan — Cash Awards
2004 Grant		1,675,633		N/A
2005 Grant		2,250,001		N/A
1997 Long Term Incentive Plan — Restricted Stock Awards
2002 Grant		N/A		43,750
2003 Grant		N/A		104,375
2004 Grant		N/A		214,822
2005 Grant		N/A		188,442
1997 Long Term Incentive Plan — Performance Stock Awards
2004 Grant		N/A		134,051***
2005 Grant		N/A		180,001****
Severance		0		N/A
Total		12,510,476		865,441

*Before withholding for taxes.

**Includes payment of $1,906,098 under the Retention Enhancement Plan, established

***Performance-based stock units granted with an aggregate cash value at the time of grant of $1,675,633 (the “Dollar Value”). The number of performance shares issued was determined by dividing the by $12.50, which is the per share purchase price in the Merger Agreement, with fractional shares being rounded up to the next whole number.

****Performance-based stock units granted with an aggregate cash value at the time of grant of $2,250,001 (the “Dollar Value”). The number of performance shares issued was determined by dividing the Dollar Value by $12.50, which is the per share purchase price in the Merger Agreement, with fractional shares being rounded up to the next whole number.

Douglas J. Babb

			Shares of
			Company Common Stock
Benefit Plan	Cash Payment*		Vested Early*
EDC Plan	$	191,055		N/A
SERP		N/A		N/A
ESERP		1,622,907		N/A
2003 Long Term Program		81,392		N/A
1997 Long Term Incentive Plan — Cash Awards
2004 Grant		404,343		N/A
2005 Grant		431,001		N/A
1997 Long Term Incentive Plan — Restricted Stock Awards
2003 Grant		N/A		41,667
2004 Grant		N/A		51,838
2005 Grant		N/A		36,097
1997 Long Term Incentive Plan — Performance Stock Awards
2004 Grant		N/A		32,348**
2005 Grant		N/A		34,481***
Severance		2,330,000		N/A
Total		5,060,698		196,431

*Before withholding for taxes

**Performance-based stock units granted with an aggregate cash value at the time of grant of $404,343 (the “Dollar Value”). The number of performance shares issued was determined by dividing the Dollar Value by $12.50, which is the per share purchase price in the Merger Agreement, with fractional shares being rounded up to the next whole number.

***Performance-based stock units granted with an aggregate cash value at the time of grant of $430,001 (the “Dollar Value”). The number of performance shares issued was determined by dividing the Dollar Value by $12.50, which is the per share purchase price in the Merger Agreement, with fractional shares being rounded up to the next whole number.

David R. Devereaux

				Shares of
				Company
				Common Stock
Benefit Plan	Cash Payment*			Vested Early*
EDC Plan	$	56,212			N/A
SERP		N/A			N/A
ESERP		1,583,051	**		N/A
2003 Long Term Program		91,813			N/A
1997 Long Term Incentive Plan — Cash Awards
2004 Grant		429,353			N/A
2005 Grant		456,998			N/A
1997 Long Term Incentive Plan — Restricted Stock Awards***
2003 Grant		N/A			31,250
2004 Grant		N/A			41,283
2005 Grant		N/A			28,706
1997 Long Term Incentive Plan — Performance Stock Awards***
2004 Grant		N/A			25,762	****
2005 Grant		N/A			27,329	*****
Severance		2,015,000			N/A
Total		4,632,427			154,330

*Before withholding for taxes.

**Excludes $56,957.62 transferred pursuant to a domestic relations order.

***Share amounts exclude shares transferred pursuant to a domestic relations order.

****Performance-based stock units granted with an aggregate cash value at the time of grant of $322,015 (the “Dollar Value”). The number of performance shares issued was determined by dividing the Dollar Value by $12.50, which is the per share purchase price in the Merger Agreement, with fractional shares being rounded up to the next whole number.

*****Performance-based stock units granted with an aggregate cash value at the time of grant of $341,612 (the “Dollar Value”). The number of performance shares issued was determined by dividing the Dollar Value by $12.50, which is the per share purchase price in the Merger Agreement, with fractional shares being rounded up to the next whole number.

Jeffrey P. Freimark

			Shares of
			Company
			Common Stock
Benefit Plan	Cash Payment*		Vested Early*
EDC Plan	$	360,009		N/A
SERP		N/A		N/A
ESERP		1,640,009		N/A
2003 Long Term Program		91,809
1997 Long Term Incentive Plan — Cash Awards
2004 Grant		429,344		N/A
2005 Grant		456,998		N/A
1997 Long Term Incentive Plan — Restricted Stock Awards
2003 Grant		N/A		41,667
2004 Grant		N/A		55,043
2005 Grant		N/A		38,275
1997 Long Term Incentive Plan — Performance Stock Awards
2004 Grant		N/A		34,348	**
2005 Grant		N/A		36,560	***
Severance		0		N/A
Total		2,978,169		205,893

*Before withholding for taxes

**Performance-based stock units granted with an aggregate cash value at the time of grant of $429,344 (the “Dollar Value”). The number of performance shares issued was determined by dividing the Dollar Value by $12.50, which is the per share purchase price in the Merger Agreement, with fractional shares being rounded up to the next whole number.

***Performance-based stock units granted with an aggregate cash value at the time of grant of $456,998 (the “Dollar Value”). The number of performance shares issued was determined by dividing the Dollar Value by $12.50, which is the per share purchase price in the Merger Agreement, with fractional shares being rounded up to the next whole number.

Cindy H. Susienka

			Shares of
			Company
			Common Stock
Benefit Plan	Cash Payment*		Vested Early*
EDC Plan	$	477,971		N/A
SERP		N/A		N/A
ESERP		1,388,463		N/A
2003 Long Term Program		68,333
1997 Long Term Incentive Plan — Cash awards
2004 Grant		384,992		N/A
2005 Grant		384,997		N/A
1997 Long Term Incentive Plan — Restricted Stock Awards
2003 Grant		N/A		20,000
2004 Grant		N/A		49,358
2005 Grant		N/A		32,245
1997 Long Term Incentive Plan — Performance Stock Awards
2004 Grant		N/A		30,800	**
2005 Grant		N/A		30,800	***
Severance		2,655,000		N/A
Total		5,359,756		163,203

*Before withholding for taxes

**Performance-based stock units granted with an aggregate cash value at the time of grant of $384,992 (the “Dollar Value”). The number of performance shares issued was determined by dividing the Dollar Value by $12.50, which is the per share purchase price in the Merger Agreement, with fractional shares being rounded up to the next whole number.

***Performance-based stock units granted with an aggregate cash value at the time of grant of $384,997 (the “Dollar Value”). The number of performance shares issued was determined by dividing the Dollar Value by $12.50, which is the per share purchase price in the Merger Agreement, with fractional shares being rounded up to the next whole number.